Mitek Systems Inc Sample Contracts

Mitek Systems Inc – AMENDMENT NO. 1 TO SECTION 382 RIGHTS AGREEMENT (February 28th, 2019)

THIS AMENDMENT NO. 1 (the “Amendment”), dated as of February 28, 2019, to the Section 382 Rights Agreement (the “Rights Agreement”), dated as of October 23, 2018, between Mitek Systems, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”, which term shall include any successor rights agent hereunder), is being executed at the direction of the Company.

Mitek Systems Inc – MITEK SYSTEMS EXECUTIVE BONUS PROGRAM FISCAL YEAR 2019 (December 10th, 2018)

The objective of the Mitek Executive Bonus Program (“the Program”) is to reward executives with an opportunity to earn an annual cash bonus for their contributions to the achievement of corporate goals during the fiscal year. This Program is intended to ensure a competitive total compensation opportunity and to foster a team effort in the attainment of corporate goals.

Mitek Systems Inc – CONDITIONAL RESTRICTED STOCK UNIT AWARD AGREEMENT (November 7th, 2018)

Mitek Systems, Inc. (the “Company”) hereby grants to you, Scipio “Max” Carnecchia (the “Executive”) that number of restricted units of the Company’s Common Stock set forth below (the “Conditional Restricted Stock Unit Award”), as an inducement grant pursuant to Nasdaq Listing Rule 5635(c)(4) and subject to the terms and conditions below. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Amended and Restated Mitek Systems, Inc. 2012 Incentive Plan (the “Plan”), a copy of which is attached hereto as Attachment 1.

Mitek Systems Inc – RESTRICTED STOCK UNIT AWARD AGREEMENT (November 7th, 2018)

Mitek Systems, Inc. (the “Company”) hereby grants to you, Scipio “Max” Carnecchia (the “Executive”) that number of restricted units of the Company’s Common Stock set forth below (the “Restricted Stock Unit Award”), as an inducement grant pursuant to Nasdaq Listing Rule 5635(c)(4) and subject to the terms and conditions below. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Amended and Restated Mitek Systems, Inc. 2012 Incentive Plan (the “Plan”), a copy of which is attached hereto as Attachment 1.

Mitek Systems Inc – STOCK OPTION AGREEMENT (November 7th, 2018)

Mitek Systems, Inc. (the “Company”) hereby grants to you, Scipio “Max” Carnecchia (the “Executive”) an option to purchase that number of shares of Common Stock set forth below (the “Option”), as an inducement grant pursuant to Nasdaq Listing Rule 5635(c)(4) and subject to the terms and conditions below. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Amended and Restated Mitek Systems, Inc. 2012 Incentive Plan (the “Plan”), a copy of which is attached hereto as Attachment 1.

Mitek Systems Inc – EXECUTIVE EMPLOYMENT AGREEMENT (November 7th, 2018)

This Executive Employment Agreement (“Agreement”) is made, effective as of November 6, 2018 (“Effective Date”), by and between Mitek Systems, Inc. (the “Company”) and Scipio “Max” Carnecchia (“Executive”). Capitalized terms used herein and not otherwise defined shall have those meanings set forth in Appendix I hereto.

Mitek Systems Inc – PERFORMANCE STOCK OPTION AGREEMENT (November 7th, 2018)

Mitek Systems, Inc. (the “Company”) hereby grants to you, Scipio “Max” Carnecchia (the “Executive”) an option to purchase that number of shares of Common Stock set forth below (the “Option”), as an inducement grant pursuant to Nasdaq Listing Rule 5635(c)(4) and subject to the terms and conditions below. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Amended and Restated Mitek Systems, Inc. 2012 Incentive Plan (the “Plan”), a copy of which is attached hereto as Attachment 1.

Mitek Systems Inc – CONDITIONAL STOCK OPTION AGREEMENT (November 7th, 2018)

Mitek Systems, Inc. (the “Company”) hereby grants to you, Scipio “Max” Carnecchia (the “Executive”) an option to purchase that number of shares of Common Stock set forth below (the “Conditional Option”), as an inducement grant pursuant to Nasdaq Listing Rule 5635(c)(4) and subject to the terms and conditions below. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Amended and Restated Mitek Systems, Inc. 2012 Incentive Plan (the “Plan”), a copy of which is attached hereto as Attachment 1.

Mitek Systems Inc – INDEMNIFICATION AGREEMENT (November 7th, 2018)

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of November 6, 2018, by and among MITEK SYSTEMS, INC., a Delaware corporation (the “Company”) and SCIPIO “MAX” CARNECCHIA (the “Indemnitee”).

Mitek Systems Inc – Mitek Reports Record Fourth Quarter Revenue, Up 63% Year Over Year (November 1st, 2018)

SAN DIEGO, CA, Nov 1, 2018 - Mitek (NASDAQ: MITK, www.miteksystems.com), a global leader in mobile capture and digital identity verification solutions, today announced its financial results for the fourth quarter of fiscal 2018 and the full year ended September 30, 2018.

Mitek Systems Inc – SECTION 382 RIGHTS AGREEMENT (October 23rd, 2018)

This SECTION 382 RIGHTS AGREEMENT (this “Agreement”), dated as of October 23, 2018 is between Mitek Systems, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”, which term shall include any successor Rights Agent hereunder), as Rights Agent.

Mitek Systems Inc – CERTIFICATE OF DESIGNATION OF SERIES B JUNIOR PARTICIPATING PREFERRED STOCK OF (October 23rd, 2018)

In accordance with Section 151 of the Delaware General Corporation Law, the undersigned corporation hereby certifies that the following resolution was adopted by the Board of Directors (the “Board”) of Mitek Systems, Inc., a Delaware corporation (the “Corporation”) at a meeting duly called and held on October 22, 2018:

Mitek Systems Inc – A2IA GROUP II AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2017 (August 3rd, 2018)

We have audited the accompanying consolidated financial statements of A2iA Group II, SAS (a French company), which comprise the consolidated balance sheets as of December 31, 2017 and 2016, and the related consolidated statements of operations, reconciliation of consolidated net loss, changes in consolidated equity attributable to owners, and cash flows for the years then ended, and the related notes to the financial statements. We also have audited the reconciliation tables from French GAAP to US GAAP for the years then ended as disclosed in the note 3.26 to the consolidated financial statements of A2IA Group II SAS.

Mitek Systems Inc – Unaudited Pro Forma Combined Financial Statements (August 3rd, 2018)

On May 23, 2018 (the “Closing Date”), Mitek Systems, Inc. (“Mitek” or the “Company”) acquired all of the issued and outstanding shares of A2iA Group II, S.A.S. (“A2iA”), a simplified joint stock company formed under the laws of France, pursuant to a Share Purchase Agreement (the “Purchase Agreement”), by and among the Company, each of the holders of outstanding shares of A2iA (each, a “Seller” and collectively, the “Sellers”) and Andera Partners, S.C.A., as representative of the Sellers. Upon completion of the Acquisition, A2iA became a direct wholly owned subsidiary of the Company.

Mitek Systems Inc – SHARE PURCHASE AGREEMENT by and among the shareholders of A2iA Group II, S.A.S., Mitek Systems, Inc. (May 23rd, 2018)

This SHARE PURCHASE AGREEMENT (as amended or modified in accordance with its terms, this “Agreement”) is made and entered into as of May 23, 2018 by and among: (i) the equity holders of A2iA Group II, S.A.S., a société par actions simplifiée organized under the laws of France (“A2iA”) set forth on the signature pages hereto (each, a “Seller” and collectively, the “Sellers” acting individually and not jointly for the purpose hereof); (ii) Mitek Systems, Inc., a Delaware corporation (“Buyer”); and (iii) Andera Partners, S.C.A., a société en commandite par actions organized under the laws of France, as the representative of the Sellers (the “Sellers’ Representative”). Capitalized terms used in this Agreement and not otherwise defined are defined in Exhibit A.

Mitek Systems Inc – LOAN AND SECURITY AGREEMENT (May 7th, 2018)

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 3, 2018 (the “Effective Date”), by and among SILICON VALLEY BANK, a California corporation (“Bank”), MITEK SYSTEMS, INC., a Delaware corporation (“Parent”), and IDCHECKER, INC., a California corporation (together with Parent, each a “Co-Borrower” and collectively, “Co-Borrowers”), and provides the terms on which Bank shall lend to Co‑Borrowers, and Co‑Borrowers shall repay Bank. The parties agree as follows:

Mitek Systems Inc – Mitek Systems, Inc. Employee Stock Purchase Plan (approved by the Board of Directors on January 23, 2018 (the “Effective Date”)) (March 22nd, 2018)
Mitek Systems Inc – AMENDED AND RESTATED EXECUTIVE SEVERANCE AND CHANGE OF CONTROL PLAN (February 27th, 2018)

THIS AMENDED AND RESTATED EXECUTIVE SEVERANCE AND CHANGE OF CONTROL PLAN (this “Agreement”) is made and entered into as of February 27, 2018, and is retroactively effective for all purposes hereunder as of June 21, 2017 (the “Effective Date”), by and between MITEK SYSTEMS, INC., a Delaware corporation (the “Company”), and Jeffrey C. Davison (the “Executive”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Appendix A hereto.

Mitek Systems Inc – MITEK SYSTEMS EXECUTIVE BONUS PROGRAM FISCAL YEAR 2018 (December 29th, 2017)

The objective of the Mitek Executive Bonus Program (“the Program”) is to reward executives with an opportunity to earn an annual cash bonus for their contributions to the achievement of corporate goals during the fiscal year. This Program is intended to ensure a competitive total compensation opportunity and to foster a team effort in the attainment of corporate goals.

Mitek Systems Inc – Share Purchase Agreement among the Shareholders of ICAR VISION SYSTEMS, S.L. as Sellers and Mitek Holding B.V. as Buyer and MITEK SYSTEMS, INC. as Buyer´s Guarantor 16 October 2017 (October 20th, 2017)
Mitek Systems Inc – Contract (October 10th, 2017)

This Summary of Basic Lease Information (“Summary”) is hereby incorporated into and made a part of the attached Office Lease. Each reference in the Office Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Office Lease, the terms of the Office Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Office Lease.

Mitek Systems Inc – 2012 INCENTIVE PLAN (August 16th, 2017)
Mitek Systems Inc – MITEK SYSTEMS, INC. (August 16th, 2017)
Mitek Systems Inc – EXECUTIVE SEVERANCE AND CHANGE OF CONTROL PLAN (August 11th, 2017)

THIS EXECUTIVE SEVERANCE AND CHANGE OF CONTROL PLAN (this “Agreement”) is made and entered into as of _______________ (the “Effective Date”) by and between MITEK SYSTEMS, INC., a Delaware corporation (the “Company”), and __________________ (the “Executive”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Appendix A hereto.

Mitek Systems Inc – EXECUTIVE SEVERANCE AND CHANGE OF CONTROL PLAN (August 11th, 2017)

THIS EXECUTIVE SEVERANCE AND CHANGE OF CONTROL PLAN (this “Agreement”) is made and entered into as of August 10, 2017 (the “Effective Date”) by and between MITEK SYSTEMS, INC., a Delaware corporation (the “Company”), and MICHAEL DIAMOND (the “Executive”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Appendix A hereto.

Mitek Systems Inc – EXECUTIVE SEVERANCE AND CHANGE OF CONTROL PLAN (June 22nd, 2017)

THIS EXECUTIVE SEVERANCE AND CHANGE OF CONTROL PLAN (this “Agreement”) is made and entered into as of June 21, 2017 (the “Effective Date”) by and between MITEK SYSTEMS, INC., a Delaware corporation (the “Company”), and Jeffrey C. Davison (the “Executive”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Appendix A hereto.

Mitek Systems Inc – MITEK SYSTEMS, INC. (May 5th, 2017)
Mitek Systems Inc – 2012 INCENTIVE PLAN (May 5th, 2017)
Mitek Systems Inc – MITEK SYSTEMS, INC. SUBORDINATED DEBT SECURITIES INDENTURE Dated as of Trustee (December 20th, 2016)

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of subordinated debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

Mitek Systems Inc – MITEK SYSTEMS, INC. SENIOR DEBT SECURITIES INDENTURE Dated as of Trustee (December 20th, 2016)

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

Mitek Systems Inc – LEASE TERMINATION AGREEMENT (December 9th, 2016)

This Lease Termination Agreement (this “Agreement”) is entered into as of the 29th day of July, 2016 (the “Effective Date”), by and between The Realty Associates Fund VIII, L.P., a Delaware limited partnership (“Landlord”) and Mitek Systems, Inc., a Delaware corporation (“Tenant”).

Mitek Systems Inc – SUBLEASE AGREEMENT BASIC SUBLEASE INFORMATION (December 9th, 2016)

Office Lease dated February 17, 2010 (“Original Lease”) by and between Legacy Partners II SD B Street, LLC, a Delaware limited liability company (“Original Landlord”) and Sublandlord (as Tenant), as amended by that certain Subordination, Non-Disturbance and Attornment Agreement dated February 19, 2010 (“SNDA”), that certain Amendment to Lease dated May 3, 2010 (“First Amendment”), that certain Second Amendment to Lease dated December 10, 2013 (“Second Amendment”) and that certain Third Amendment to Lease dated July 28, 2014 (“Third Amendment”).  The Original Lease, as amended by the SNDA, the First Amendment, the Second Amendment and the Third Amendment are collectively referred to herein as the “Master Lease”.  Master Landlord has succeeded to all right, title and interest of Original Landlord as the Landlord under the Master Lease. A copy of the Master Lease is attached hereto as Exhibit A.

Mitek Systems Inc – Mitek Systems, Inc. Executive Bonus Program - Fiscal 2017 Objective (November 21st, 2016)

The objective of the Mitek Executive Bonus Program (the “Program”) is to reward executives with an opportunity to earn a cash bonus for their contributions to the achievement of corporate goals during the fiscal year. This plan is intended to ensure a competitive total compensation opportunity and to foster a team effort in the attainment of corporate goals.

Mitek Systems Inc – MITEK SYSTEMS, INC. 2012 INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS ON JANUARY 16, 2012 APPROVED BY THE STOCKHOLDERS ON FEBRUARY 22, 2012 AMENDED AS OF FEBRUARY 19, 2014 AMENDED AS OF MARCH 2, 2016 (March 11th, 2016)
Mitek Systems Inc – Mitek Systems, Inc. Executive Bonus Program Fiscal 2016 (November 12th, 2015)

The objective of the Mitek Executive Bonus Program (the “Program”) is to reward executives with an opportunity to earn an annual cash bonus for their contributions to the achievement of corporate goals during the fiscal year. This plan is intended to ensure a competitive total compensation opportunity and to foster a team effort in the attainment of corporate goals.